TERMS OF SERVICE

These Terms of Service ("Terms") constitute a binding legal agreement between you (the "Client") and Sakayanagi Research Private Limited ("Company," "we," "us," or "our") for the provision of advanced technology solutions and professional services.

By engaging our services, accessing our websites, or entering into service agreements, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2.1 Core Technology Solutions

• Cybersecurity Services: Penetration testing, vulnerability assessments, security audits, and compliance frameworks
• Artificial Intelligence: Healthcare AI, diagnostic systems, machine learning algorithms, and data analytics
• Blockchain Development: Smart contracts, DeFi protocols, tokenization, and distributed ledger solutions
• Enterprise Systems: ERP solutions, cloud infrastructure, DevOps, and scalable architectures
• Defense Technologies: Autonomous systems, IoT solutions, secure communications, and defense applications
• FinTech Solutions: High-frequency trading systems, regulatory compliance, and financial infrastructure

2.2 SVIaaS Platform (Coming Soon)

• Secure Virtual Infrastructure as a Service for Indian MSMEs
• Zero-trust security architecture with enterprise-grade compliance
• Fixed pricing models with automatic regulatory adherence
• 60% lower Total Cost of Ownership compared to traditional cloud solutions

2.3 Professional Consulting

• Strategic technology consulting and digital transformation
• Risk assessment and compliance consulting
• Technology due diligence for investors and enterprises
• Expert witness services for technology litigation

3.1 Client Responsibilities

• Accurate Information: Provide complete, accurate, and current information for all service requirements
• Authorized Access: Ensure you have proper authorization for systems and data we will access
• Cooperation: Provide timely access to necessary resources, personnel, and information
• Compliance: Maintain compliance with applicable laws and regulations
• Communication: Designate authorized representatives for project communication

3.2 Client Representations

By engaging our services, you represent and warrant that:

• You have the legal authority to enter into this agreement
• Your use of our services will not violate any applicable laws or regulations
• You own or have rights to all data and systems you provide access to
• You will not use our services for illegal, fraudulent, or malicious purposes

4.1 Company IP

• Proprietary Technologies: All methodologies, frameworks, tools, and software developed by us remain our exclusive property
• Improvements: Enhancements to our existing technologies made during client engagements remain our property
• Derivative Works: Generic improvements or innovations derived from client work may be incorporated into our service offerings
• Trade Secrets: Our technical processes, algorithms, and business methods are confidential and proprietary

4.2 Client IP

• Client Data: You retain all rights to your data, systems, and pre-existing intellectual property
• Custom Developments: Client-specific customizations and implementations are delivered to you upon full payment
• Licensed Usage: We may retain non-exclusive rights to use anonymized data for research and service improvement

4.3 Joint Developments

For collaborative research and development projects, intellectual property ownership will be specifically defined in separate agreements, including:

• Patent applications and technology transfers
• Publication rights and academic collaborations
• Commercial licensing and revenue sharing arrangements

5.1 Pricing Structure

• Project-Based: Fixed-price contracts with defined deliverables and milestones
• Time & Materials: Hourly or daily rates for consulting and support services
• Retainer Agreements: Monthly retainers for ongoing support and advisory services
• Success-Based: Performance-based pricing for specific outcome-driven projects

5.2 Payment Terms

• Invoicing: Net 30 days from invoice date unless otherwise specified
• Advance Payments: 25-50% advance payment required for projects exceeding ₹5,00,000
• Milestone Payments: Progressive billing based on project milestones and deliverables
• Late Payments: 2% monthly interest on overdue amounts after 30 days
• Currency: All payments in Indian Rupees (INR) unless specifically agreed otherwise

5.3 Taxes & Compliance

• All prices exclude applicable taxes (GST, TDS, etc.)
• Clients responsible for applicable withholding taxes
• International clients subject to FEMA and tax treaty provisions
• Tax compliance documentation provided as required

6.1 Mutual Confidentiality

Both parties agree to maintain strict confidentiality regarding:

• Technical information, business processes, and proprietary data
• Client security vulnerabilities and assessment results
• Financial information and business strategies
• Personal data and privacy-sensitive information

6.2 Data Protection Compliance

• Indian Laws: Information Technology Act, 2000 and associated rules
• International Standards: GDPR compliance for EU data subjects
• Industry Standards: ISO 27001, SOC 2, and sector-specific requirements
• Data Localization: Compliance with Indian data localization requirements

6.3 Security Measures

• Enterprise-grade encryption for data at rest and in transit
• Multi-factor authentication and role-based access controls
• Regular security audits and penetration testing
• Incident response procedures and breach notification protocols

7.1 Limitation of Liability

Our total liability for any claim arising from our services shall not exceed:

• The total amount paid by the client for the specific service giving rise to the claim, or
• ₹50,00,000 (Fifty Lakh Rupees), whichever is lower

7.2 Excluded Damages

We shall not be liable for:

• Indirect, incidental, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Business interruption or system downtime
• Third-party claims not directly related to our negligence

7.3 Client Indemnification

Client agrees to indemnify us against claims arising from:

• Client's violation of laws, regulations, or third-party rights
• Unauthorized use of our services or deliverables
• Client's negligence or willful misconduct
• Modification of our deliverables without our approval

8.1 Termination for Convenience

• Either party may terminate ongoing services with 30 days written notice
• Client remains responsible for payment of services performed through termination date
• We will provide transition assistance as reasonably requested
• All confidential information must be returned or securely destroyed

8.2 Termination for Cause

Either party may terminate immediately upon:

• Material breach of contract that remains uncured after 15 days written notice
• Insolvency, bankruptcy, or assignment for benefit of creditors
• Violation of confidentiality or intellectual property provisions
• Illegal use of services or violation of applicable laws

8.3 Effect of Termination

• All outstanding payments become immediately due
• License to use our intellectual property terminates
• Confidentiality obligations survive termination indefinitely
• Data return or destruction per agreed procedures

Neither party shall be liable for any failure or delay in performance due to events beyond their reasonable control, including but not limited to:

• Natural disasters, pandemics, or public health emergencies
• Government actions, regulations, or sanctions
• War, terrorism, or civil unrest
• Cyber attacks targeting critical infrastructure
• Internet or telecommunications service disruptions
• Labor strikes or disputes beyond our control

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

10.2 Jurisdiction

All disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of Mumbai, Maharashtra, India.

10.3 Alternative Dispute Resolution

Before initiating litigation, parties agree to attempt resolution through:

• Direct Negotiation: Good faith discussions between senior management (30 days)
• Mediation: Neutral mediation through recognized ADR institutions (60 days)
• Arbitration: Binding arbitration under the Arbitration and Conciliation Act, 2015

10.4 Emergency Relief

Either party may seek interim or emergency relief from competent courts for:

• Intellectual property violations
• Confidentiality breaches
• Security incidents requiring immediate action

11.1 Entire Agreement

These Terms, together with any signed service agreements and statements of work, constitute the entire agreement between the parties and supersede all prior understandings.

11.2 Amendments

These Terms may only be modified by written agreement signed by both parties. We may update these Terms for general applicability with 30 days notice.

11.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

11.4 Assignment

These Terms may not be assigned by either party without prior written consent, except in case of corporate reorganization or sale of business.

11.5 Notices

All legal notices must be in writing and delivered to the registered addresses or designated email addresses of the parties.